Actions of International Sample Clauses

Actions of International. International hereby approves of and consents to the Offer and represents that its Board of Directors has unanimously (i) determined that the Offer, on the terms and conditions set forth herein (including the Offer Conditions), the Distribution and the Merger are fair to the stockholders of International and are in the best interests of the stockholders of International and (ii) resolved to recommend acceptance of the Offer by the stockholders of International and, if required by applicable law, the approval and adoption of this Agreement by the stockholders of International. International further represents that Bear Steaxxx & Xo., Inc. has delivered to the Board of Directors of International its opinion that, taken together, the shares of UCRI Common Stock to be received in the Distribution and the consideration to be received by the holders of shares of International Common Stock in the Offer and the Merger are fair from a financial point of view to such holders. International hereby agrees to file a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing such recommendations with the SEC (and the information required by Section 14(f) of the Exchange Act, hereinafter defined, if Compass Holdings shall have furnished such information to International in a timely manner) and to mail such Schedule 14D-9 to the stockholders of International immediately following the commencement of the Offer. International agrees to provide Compass Holdings and its counsel in writing with any comments International may receive from the SEC or its staff with respect to such Schedule 14D-9 promptly after receipt thereof. Section 1.3
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Actions of International. 7 4.03 Simultaneous Closing; Order of Closing . . . . . . . . . . . . 8
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Actions of International. International and Fabricators agree with McDermott that, prior to the Closing Time, (i) International will have no paid employees, (ii) McDexxxxx xxxl be given the opportunity to review any corporate action of International and will be informed of any corporate action taken by International, (iii) International and Fabricators will notify McDermott if they anticipate that expenses budgeted to be incurred by them in connection with the Offering and prior to the Closing Time (not including any expenses to be payable by the Company pursuant to the second paragraph of Section 6 of the Underwriting Agreement) will exceed the budgeted amount of
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Related to Actions of International

  • Conditions of International Managers' Obligations The obligations of the several International Managers hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • Actions of Agents Subject to its obligations and duties as General Partner set forth in Section 7.1.A, the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents. The General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

  • Actions of Others The knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement.

  • Actions of the Bank The Bank shall follow Instructions received regarding assets held in the Accounts. However, until it receives Instructions to the contrary, the Bank will:

  • Instructions of the Company The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing in this Section 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.

  • Conditions of the Company The obligation of the Company to issue and sell the Purchase Shares to be sold to and purchased by the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may be waived in writing by the Company in its sole discretion:

  • Conditions of U S. Underwriters' Obligations. The obligations of the several U.S. Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

  • CONDITIONS OF OBLIGATIONS OF THE UNDERWRITERS The several obligations of the Underwriters to purchase the Firm Shares on the Closing Date and the Option Shares, if any, on the Option Closing Date are subject to the accuracy, as of the Closing Date or the Option Closing Date, as the case may be, of the representations and warranties of the Company contained herein, and to the performance by the Company of its covenants and obligations hereunder and to the following additional conditions:

  • Operations of the Company Except as set forth on Schedule 3.26, since the Balance Sheet Date the Company has not:

  • Limitations of Actions No lawsuit relating to this Agreement may be filed before a written claim is filed with the Administrator and is denied or deemed denied as provided in the Plan and any lawsuit must be filed within one year of such denial or deemed denial or be forever barred.

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